Common use of The Warrants Clause in Contracts

The Warrants. The Company has also authorized the issuance and sale to the Purchasers of the Company's Stock Purchase Warrants for the issuance (subject to adjustment as provided in the Warrants) of shares of the Company's Common Stock as set forth in the Stock Purchase Warrants. The number of shares of Common Stock of the Company for which such Stock Purchase Warrants in the aggregate shall be exercisable shall initially be One Million Fifty-Two Thousand Six Hundred Thirty-Two (1,052,632), and the Stock Purchase Warrants shall have an exercise price of $.57 per share. Additionally, (i) if the entire principal amount of the Notes and all accrued interest has not been repaid on or before December 25, 2005, the Stock Purchase Warrants shall be exercisable for an additional number of shares of Common Stock which is equal to ten percent (10%) of the remaining then-outstanding principal amount of the Notes issued pursuant to this Agreement divided by 0.57, and (ii) if the remaining principal amount of the Notes and all accrued interest has not been repaid on or before June 25, 2007, the Company will be in default under this Agreement and the Stock Purchase Warrants shall be exercisable for an additional number of shares of Common Stock which is equal to twenty percent (20%) of the remaining then-outstanding principal amount of the Notes issued pursuant to this Agreement divided by $0.57. The Stock Purchase Warrants shall be substantially in the form set forth in Exhibit B hereto (which form of Stock Purchase Warrants shall contain such other applicable terms as set forth therein) and are herein referred to individually as a "Warrant" and collectively as the "Warrants", which terms shall also include any warrants delivered in exchange or replacement therefor.

The Warrants. (a) The Company has also authorized agrees to issue to Ford Warrants in substantially the issuance form attached to this Agreement as Annex A and sale incorporated In this Agreement by reference, to purchase the Purchasers Aggregate Number of shares of fully paid and non-assessable Common Stock, subject to vesting in accordance with Section 4.2 hereof and adjustment in accordance with Section 4.10 hereof. On the Closing Date, the Company shall issue to Ford Warrants to purchase 82,197 shares of fully paid and non-assessable Common Stock (such number representing one percent (1%) of the Company's outstanding Common Stock Purchase Warrants for on a Fully Diluted basis as of the issuance (Closing Date, or 7.6923% of the Aggregate Number as of the Closing Date), fully Vested and subject to adjustment as provided in accordance with Section 4.10 hereof. On the Warrants) day after the Class A Warrant Expiration Date, the Company shall issue to Ford Warrants to purchase that number of shares of the Company's fully paid and nonassessable Common Stock equal to the Aggregate Number as set forth in of the Stock Purchase Warrants. The Class A Warrant Expiration Date minus the number of shares of Common Stock with respect to which Warrants had previously been issued to Ford hereunder, and such Warrants shall be subject to vesting in accordance with Section 4.2 and subject to adjustment in accordance with Section 4.10 hereof, provided, that (a) in the event Ford achieves the Base Volume Levels for calendar year 2001 during any of the first three calendar quarters of 2001, the Company shall issue to Ford on the date which is five (5) Business Days after delivery of the Volume Report indicating achievement of such Base Volume Levels for which 2001 additional Warrants for that number of shares of fully paid and nonassessable shares of Common Stock equal to 7.6923% of the Aggregate Number as of such Stock Purchase date (it being understood and agreed that if Ford achieves the 2001 Base Volume Levels during the fourth quarter of 2001, such Warrants in will be issued on the aggregate shall be exercisable shall initially be One Million Fifty-Two Thousand Six Hundred Thirty-Two (1,052,632Class A Warrant Expiration Oats), and (b) in the Stock Purchase Warrants shall have an exercise price event of $.57 per share. Additionally, (i) if a Change in Control prior to the entire principal amount Class A Warrant Expiration Date which results in all of the Notes and all accrued interest has not been repaid on or before December 25, 2005Warrants becoming fully Vested, the Stock Purchase Company will issue to Ford Warrants shall be exercisable for an additional to purchase that number of shares of Common Stock which is equal to ten percent (10%) of the remaining then-outstanding principal amount of the Notes issued pursuant to this Agreement divided by 0.57, and (ii) if the remaining principal amount of the Notes and all accrued interest has not been repaid on or before June 25, 2007, the Company will be in default under this Agreement and the Stock Purchase Warrants shall be exercisable for an additional Aggregate Number less that number of shares of Common Stock for which is equal Warrants have previously been issued to twenty percent (20%) Ford immediately prior to the effective date of the remaining then-outstanding principal amount Change of the Notes issued pursuant to this Agreement divided by $0.57. The Stock Purchase Warrants shall be substantially in the form set forth in Exhibit B hereto (which form of Stock Purchase Warrants shall contain such other applicable terms as set forth therein) and are herein referred to individually as a "Warrant" and collectively as the "Warrants", which terms shall also include any warrants delivered in exchange or replacement thereforControl.

The Warrants. The Company has also authorized the issuance and sale (a) At Closing, Vanguard shall deliver to the Purchasers Escrow Agent an initial Warrant Certificate for the Warrants. Within 30 Business Days after the expiration of each CapEx Year after the Closing Date, up to and including the date which is 30 Business Days after the expiration of the Company's Stock Purchase Warrants fifth CapEx Year after the Closing, Vanguard may deliver to the Escrow Agent a new Warrant Certificate (in exchange for the issuance (subject return of any Warrant Certificate previously delivered to adjustment as provided in the WarrantsEscrow Agent) of shares of the Company's Common Stock as set forth in the Stock Purchase Warrants. The for warrants issued to DMC to purchase a number of shares of Common Stock common stock of Vanguard equal to the product of the Company for which such Stock Purchase Warrants in the aggregate shall be exercisable shall initially be One Million Fifty-Two Thousand Six Hundred Thirty-Two (1,052,632), Warrant Shares and the Stock Purchase Warrants shall have Remaining CapEx Ratio as of the expiration of the applicable CapEx Year after the Closing (the “Adjusted Warrant Shares”) with an exercise price of $.57 .01 per share. Additionally, (i) if At such time as the entire principal amount of the Notes Adjusted Warrant Shares equals zero, Vanguard shall provide notice thereof to Escrow Agent and all accrued interest has not been repaid on or before December 25Escrow Agent shall immediately return to Vanguard any Warrant Certificate previously delivered to the Escrow Agent. Upon DMC’s receipt of the Warrant Certificate, 2005, the Stock Purchase Warrants Buyer shall be exercisable for an additional relieved of its obligations under Sections 12,4(b) through 12.4(f) to the extent of the then value of the shares of common stock then purchasable upon exercise of the Warrant (it being understood that such determination shall be made as of the date of DMC’s receipt of the Warrant Certificate, and shall not be subject to further adjustment, including as a result of any subsequent change in the valuation of Vanguard’s common stock), based on the valuation of Vanguard’s common stock prepared by the Independent Appraiser as of the date of the exercise of the Warrant, which appraisal shall be obtained by Vanguard, at its sole cost and expense, within a reasonable period of time after the date the Warrant is exercised. If such value of the shares of common stock upon exercise of the Warrant is greater than the Remaining CapEx Commitment, DMC shall surrender to Vanguard, after exercise, a number of shares of Common Stock which is common stock of Vanguard having an aggregate value equal to ten percent (10%) the value of the remaining then-outstanding principal amount common stock in excess of the Notes issued pursuant to this Agreement divided by 0.57Remaining CapEx Commitment (it being understood that such determination shall be made as of the date of DMC’s receipt of the Warrant Certificate, and (ii) if the remaining principal amount shall not be subject to further adjustment, including as a result of the Notes and all accrued interest has not been repaid on or before June 25, 2007, the Company will be in default under this Agreement and the Stock Purchase Warrants shall be exercisable for an additional number of shares of Common Stock which is equal to twenty percent (20%) of the remaining then-outstanding principal amount of the Notes issued pursuant to this Agreement divided by $0.57. The Stock Purchase Warrants shall be substantially any subsequent change in the form set forth in Exhibit B hereto (which form valuation of Stock Purchase Warrants shall contain such other applicable terms as set forth therein) and are herein referred to individually as a "Warrant" and collectively as the "Warrants", which terms shall also include any warrants delivered in exchange or replacement thereforVanguard’s common stock).

The Warrants. The On the Closing Date, each of the MassMutual Investors agree to purchase from the Company has also authorized at the issuance purchase price set forth beneath the name of such Purchaser on the signature page of this Agreement and sale the Company agrees to issue to the Purchasers of MassMutual Investors, a warrant in substantially the Company's Stock Purchase Warrants for form attached to this Agreement as Annex A-1 and incorporated in this Agreement by reference to purchase (a) the issuance (subject to adjustment as provided in the Warrants) number of shares of the Company's Common Series D Convertible Preferred Stock as set forth in beneath the Stock Purchase Warrants. The name of such MassMutual Investor on the signature page of this Agreement, plus (b) upon the exercise of the Contingent Options, the number of shares of Common Stock equal to the Contingent Options Adjustment Number, plus (c) upon the occurrence of an event described in Section 2.12 of this Agreement, the number of shares of Series D Convertible Preferred Stock or Common Stock provided for therein, as such number of shares purchasable under such Warrant shall be adjusted from time to time pursuant to the provisions of this Agreement, all in accordance with the terms and conditions of this Agreement (the warrants referred to in this sentence are hereinafter referred to as the “2001 MassMutual Investors Warrants”). On the Closing Date, RSTW agrees to purchase from the Company at the purchase price set forth beneath the name of RSTW on the signature page of this Agreement and the Company agrees to issue to RSTW, a warrant in substantially the form attached to this Agreement as Annex A and incorporated in this Agreement by reference to purchase (a) the number of shares of Series D Convertible Preferred Stock set forth beneath the name of RSTW as the number of warrant shares pertaining to the 2001 RSTW New Warrant on the signature page of this Agreement, plus (b) upon the exercise of the Company for which such Stock Purchase Warrants in the aggregate shall be exercisable shall initially be One Million Fifty-Two Thousand Six Hundred Thirty-Two (1,052,632), and the Stock Purchase Warrants shall have an exercise price of $.57 per share. Additionally, (i) if the entire principal amount of the Notes and all accrued interest has not been repaid on or before December 25, 2005Contingent Options, the Stock Purchase Warrants shall be exercisable for an additional number of shares of Common Stock which is equal to ten percent the Contingent Options Adjustment Number, plus (10%c) upon the occurrence of an event described in Section 2.12 of this Agreement, the remaining then-outstanding principal amount number of shares of Series D Convertible Preferred Stock or Common Stock provided for therein, as such number of shares purchasable under such Warrant shall be adjusted from time to time pursuant to the Notes provisions of this Agreement, all in accordance with the terms and conditions of this Agreement (the warrant referred to in this sentence is hereinafter referred to as the “2001 RSTW New Warrants”). On the Original Closing Date, RSTW purchased from AMHC at the purchase price of One Hundred Dollars ($100), and AMHC issued to RSTW, a warrant in the form attached to this Agreement as Annex A-2 and incorporated in this Agreement by reference to purchase the number of shares of AMHC’s Series D Convertible Preferred Stock and AMHC’s common stock provided for therein set forth, as such number of shares purchasable under such warrant are to be adjusted from time to time (the warrant referred to in this sentence is hereinafter referred to as the “1998 RSTW Warrant”). Effective as of September 25, 2000, RSTW purchased from AMHC at the purchase price of One Hundred Dollars ($100), and AMHC issued to RSTW, a warrant in the form attached to this Agreement as Annex A-3 and incorporated in this Agreement to purchase the number of shares of AMHC’s Series D Convertible Preferred Stock and AMHC’s Common Stock provided for therein, as such number of shares purchasable under such warrant are to be adjusted from time to time (the warrant referred to in this sentence is hereinafter referred to as the “2000 RSTW Warrant”; and together with the 1998 RSTW Warrant are hereinafter referred to as the “Original RSTW Warrants”). On the Closing Date, the Original RSTW Warrants will be converted, pursuant to the Advantage Merger, into one or more warrants which will be exchanged pursuant to this Agreement divided for Warrants in substantially the form attached to this Agreement as Annex A-4 and incorporated in this Agreement by 0.57reference to purchase (a) the number of shares of Series D Convertible Preferred Stock set forth beneath the name of RSTW on the signature page of this Agreement, and plus (iib) if upon the remaining principal amount exercise of the Notes and all accrued interest has not been repaid on or before June 25, 2007Contingent Options, the Company will be in default under this Agreement and the Stock Purchase Warrants shall be exercisable for an additional number of shares of Common Stock which is equal to twenty percent the Contingent Options Adjustment Number, plus (20%c) upon each occurrence of an event described in Section 2.12 of this Agreement, the number of shares of Series D Convertible Preferred Stock or Common Stock provided for therein, as such number of shares purchasable under such warrant shall be adjusted from time to time pursuant to the provisions of this Agreement, all in accordance with the terms and conditions of this Agreement (the warrant referred to in this sentence is hereinafter referred to as the “2001 RSTW Merger Warrants”). Without limiting any other rights and benefits to which the 2001 RSTW Merger Warrant shall be entitled under the Advantage Merger or otherwise, the 2001 RSTW Merger Warrant also shall be treated as purchased and issued under this Agreement and entitled to all of the remaining then-outstanding principal amount rights and benefits of the Notes issued pursuant to this Agreement divided by $0.57. The Stock Purchase inuring to the Warrants shall be substantially in purchased and issued hereunder (including, but not limited to, the form set forth in Exhibit B hereto (which form of Stock Purchase rights and benefits inuring to such Warrants shall contain such other applicable terms as set forth therein) under the Stockholders’ Agreement and are herein referred to individually as a "Warrant" and collectively as the "Warrants", which terms shall also include any warrants delivered in exchange or replacement thereforRegistration Rights Agreement).